Nokia public tender offer for all shares and option rights in Comptel Tender offer period 27 February 29 March 2017 The Board of Directors of Comptel has unanimously recommended the shareholders and holders of option rights to accept the tender offer. MARKETING BROCHURE. THIS IS NOT THE TENDER OFFER DOCUMENT. The tender offer document is available on the internet www.nordea.fi/equities
Dear Comptel shareholder Nokia has announced a public tender offer to purchase all shares in Comptel. In the tender offer we will pay EUR 3.04 per share, which represents a premium of 28.8 percent to the closing price on the last trading day prior to the announcement of the offer and a premium of 51.2 percent compared to the 12 month volume weighted average trading price of the share prior to the announcement of the offer. Nokia is excited about Comptel s accomplishments and we believe that there is strong potential in Comptel joining forces with Nokia. Our global reach, strong brand and cross-selling opportunities will benefit the activities of Comptel. Comptel will also gain entry to new markets in which Nokia already has a strong presence. The combination will offer the customers of both companies a wider and more innovative offering of high quality products and services. We are very pleased by the support of Comptel s Board of Directors, which has unanimously recommended the shareholders to accept the tender offer. Further, the tender offer is largely supported by major shareholders in Comptel. Mandatum Life, Elisa, Kaleva, Varma, and Ilmarinen, who together with the President and CEO and Board members in Comptel have given irrevocable undertakings to accept the offer subject to certain customary conditions. In total investors representing 48.3 percent of the shares have given irrevocable undertakings to accept the offer. In summary, we believe the offer is attractive to all parties. Comptel s shareholders will receive a significant premium over the historical share price, Comptel and its employees will be provided a new platform for further growth, and Comptel s customers will be offered an enhanced product offering. We are very excited about the mutual benefits that this transaction will provide and we hope that you as a Comptel shareholder will support us by accepting the offer. Please find more information on the tender offer and instructions for participation in the brochure. Yours sincerely Kristian Pullola, Chief Financial Officer Page 3 Marketing brochure nokia.com
Offer price EUR 3.04 per share Comptel s shareholders are being offered a cash consideration of EUR 3.04 for each share in Comptel. Comptel share price development Comptel share price (EUR) Share offer price (EUR) 3.50 3.00 2.50 2.00 1.50 1.00 0.50 0.00 10.2.2014 10.8.2014 10.2.2015 10.8.2015 10.2.2016 10.8.2016 The chart shows the development of Comptel s share on Nasdaq Helsinki for the three years preceding the announcement of the tender offer, i.e. from 9 February 2014 to 8 February 2017. 28.8% premium to the 8 February closing price of Comptel s share 51.2% premium to the twelve month volume-weighted average price Offer period Offer period for the tender offer 27 February 29 March 2017 Page 4 Marketing brochure nokia.com
Instructions to Comptel s shareholders When do I need to act in order to accept the tender offer? The offer period commences on 27 February 2017 and the latest day for acceptance is 29 March 2017 unless the offer period is extended (notice however your book-entry account operator s instructions for the timeline) How do I accept the tender offer? Most book entry account operators will send their customers instructions for accepting the tender offer and an acceptance form follow these instructions and remember to submit your acceptance within the deadline provided by your book-entry account operator In case you have not received instructions and acceptance form from your account operator, the acceptance may be submitted to any branch office of Nordea in Finland Further instructions If you submit your acceptance and have not withdrawn it, you are not permitted to sell the corresponding shares Tendered shares may be withdrawn at any time before the expiration of the offer period unless Nokia has declared the tender offer unconditional When will I receive payment for my shares? If the tender offer is completed the offer price will be paid on or about 6 April 2017 to each shareholder of Comptel who has validly accepted the tender offer, unless the offer period has been extended Where can I find more information? More information can be found in the tender offer document, which is available in an electronic form at www.nordea.fi/equities Page 5 Marketing brochure nokia.com
Public tender offer in brief Nokia and Comptel have on 8 February 2017 entered into a transaction agreement under which Nokia, through its wholly owned indirect subsidiary Nokia Solutions and Networks Oy (the offeror) has made a voluntary public tender offer to purchase all issued and outstanding shares and option rights in Comptel. Comptel shareholders are being offered a cash consideration or EUR 3.04 for each share in Comptel representing, together with the option right offer price, an aggregate equity purchase price of approximately EUR 347 million. The Board of Directors of Comptel has unanimously decided to recommend the shareholders to accept the tender offer and deems that the tender offer and the amount of the offer consideration offered for the shares and option rights are fair to Comptel shareholders and holders of option rights. Major shareholders of Comptel have given their support for the transaction. Mandatum Life Insurance Company Limited, Elisa Corporation, Kaleva Mutual Insurance Company, Varma Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insurance Company as well as the members of the Comptel Board of Directors and the President and CEO of Comptel, representing jointly approximately 48.3 percent of the shares and votes in Comptel, have irrevocably undertaken to accept the tender offer subject to certain customary conditions. The obligation of the offeror to complete the tender offer and purchase the outstanding shares, which have been validly tendered and not withdrawn, is subject to the following customary conditions among others: the acceptance of the offer by more than 90 percent of outstanding shares in Comptel, receipt of the relevant regulatory approvals, and the recommendation of the Board of Directors of Comptel is in force and has not been amended. See section Summary of the terms and conditions of the tender offer and the tender offer document for more information. After careful examination of the tender offer, the Board of Directors of Comptel has unanimously decided to recommend the shareholders to accept it. For a shareholder, the tender price offers a possibility to sell the shares risk free at a price reflecting the potential future strategic value of the company. The Board of Directors of Comptel believes that Nokia s global reach, strength of brand and cross selling opportunities would benefit the activities of Comptel. Combining Comptel s business with Nokia will offer the customers of both Comptel and Nokia a wider and more innovative software portfolio which would improve competitiveness of the combined business unit, especially in the eyes of larger customers. Pertti Ervi, Chairman of the Board at Comptel Page 6 Marketing brochure nokia.com
Summary of the terms and conditions of the tender offer This marketing brochure presents a summary of Nokia s tender offer for Comptel s shares and option rights and certain key terms and conditions of the tender offer. The terms and conditions of the tender offer are presented in full in the tender offer document. Please read the tender offer document carefully when deciding whether or not to accept the offer. Share offer price EUR 3.04 in cash for each Comptel s share tendered. Offer period The offer period commences on 27 February 2017 at 9:30 AM (Finnish time) and expires on 29 March 2017 at 4:00 PM (Finnish time), unless extended as described below. Extension of the offer period The offeror may extend the offer period from time to time in accordance with the terms and conditions of the tender offer. The offeror will announce a possible extension of the offer period in a stock exchange release on the first Finnish banking day following the expiration of the original offer period, i.e. on 30 March 2017, at the latest. Conditions to complete the tender offer The obligation of the offeror to complete the tender offer is subject to the satisfaction or, to the extent permitted by applicable law, waiver by the offeror of the following conditions, among others, on or prior to the date of the offeror s announcement of the final result of the tender offer: Valid tender of shares representing, together with any other shares otherwise acquired by the offeror or Nokia, more than ninety percent (90%) of the issued and outstanding shares and voting rights of Comptel on a fully diluted basis Receipt of all necessary regulatory approvals No material adverse change in Comptel No materially misleading information made public or disclosed by Comptel and Comptel not having failed to make public any information that should have been made public, provided that information made public, disclosed or not disclosed constitutes a material adverse change in Comptel No court or regulatory authority of competent jurisdiction having given an order or issued any regulatory action preventing, or materially challenging the completion of, the tender offer The Board of Directors of Comptel having issued its recommendation for the tender offer and the recommendation remaining in force and not being modified or changed in a manner detrimental to Nokia The transaction agreement not having been terminated and remaining in force The undertaking by each of the major shareholders of Comptel to accept the tender offer remaining in force The tender offer will be financed through Nokia group s internal financing arrangements and no third party financing is required by the offeror to complete the tender offer. The tender offer is thus not conditional upon obtaining any external financing for the tender offer. Page 7 Marketing brochure nokia.com
For an exhaustive list of conditions for the completion of the tender offer, please refer to section terms and conditions of the tender offer in the tender offer document. Acceptance of the tender offer Most account operators will send a notification of the tender offer, including related instructions and an acceptance form, to their customers who are registered as shareholders in Comptel s shareholders register, maintained by Euroclear Finland Ltd. Shareholders who do not receive such notification from their account operator or asset manager can contact any branch office of Nordea in Finland where such shareholders can receive necessary information and give their acceptance. Note that the acceptance of the tender offer must be provided separately for each book-entry account. Withdrawal rights An acceptance of the tender offer may be withdrawn at any time before the expiration of the offer period until the offeror has announced the tender offer unconditional. The proper withdrawal requires that a written notice is submitted to the same account operator to whom the acceptance form was submitted. The account operator or asset manager may charge a fee for withdrawals in accordance with its price list. Payment of the share offer price The trades of the tendered shares will be executed no later than on the fourth Finnish banking day following the expiry of the offer period, i.e. on 4 April 2017, unless the offer period is extended. The payment of the share offer price for each share tendered will take place on or about the second Finnish banking day following the completion of the trades, i.e. on or about 6 April 2017. Page 8 Marketing brochure nokia.com
Q&A Why is the tender offer carried out? The planned acquisition is part of Nokia s strategy to build a standalone software business at scale by expanding and strengthening its software portfolio and go-to-market capabilities with additional sales capacity and a strategic partner network. Comptel would bolster Nokia s software portfolio by adding critical solutions for catalogue-driven service orchestration and fulfillment, intelligent data processing, customer engagement, and agile service monetization. For Comptel the planned acquisition would give an expanded customer base, complementary product portfolio, truly global scale and faster access to the US market. Customers and partners of both companies would benefit from the broader set of capabilities and gain access to the most innovative and modernised software portfolio while digitizing their business. How does the offer price of EUR 3.04 compare to the recent trading price of Comptel shares? The offer price represents a premium of approximately: 28.8% to the closing of the shares (EUR 2.36) on Nasdaq Helsinki on 8 February 2017, i.e. on the last trading day before the announcement of the tender offer; 31.0% to the volume-weighted average price (EUR 2.32) on Nasdaq Helsinki during the last 3 months prior to the announcement of the tender offer; and 51.2% to the volume-weighted average price (EUR 2.01) on Nasdaq Helsinki during the last 12 months prior to the announcement of the tender offer. How has Comptel s Board responded to the offer? On 21 February 2017, having evaluated the terms and conditions of the tender offer from the point of view of Comptel and the holders of its shares and option rights and other available information, the Board of Directors of Comptel has unanimously decided to recommend that the shareholders and holders of option rights accept the tender offer. How and when can I tender my shares in the tender offer? Your book-entry account operator or asset manager should send you an acceptance form with instructions for tendering your shares in the tender offer. Sufficient time should be allowed for delivery of the document, and the instructions given by the respective book-entry account operator or asset manager should be followed. Any acceptance must be delivered so that it will be received within the offer period taking into account, however, the instructions given by the relevant account operator. In the event your book-entry account operator or asset manager does not send you instructions or does not accept acceptances, the acceptance may be submitted to any branch office of Nordea in Finland. I did not receive the acceptance form. How should I act? You can request the acceptance form from your account operator, asset manager or any branch office of Nordea in Finland. Page 9 Marketing brochure nokia.com
Q&A Can I only tender part of my shares? You may only accept the tender offer unconditionally and for all of your shares registered on one book-entry account at the time of the execution of the tender offer. If new shares are purchased and registered on a separate book-entry account, these shares must be tendered separately. What happens if I tender my shares but would like to withdraw? Tendered shares may be withdrawn at any time before the expiration of the offer period until the offeror has announced the tender offer unconditional. The proper withdrawal of the tendered shares requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form was submitted. What happens if I do not tender my shares? If the offeror obtains more than 90 percent of the shares without you tendering your shares, the offeror has the right to redeem the remaining shares, including yours, in accordance with the Finnish Companies Act. When and how will the result of the tender offer be announced? The preliminary result of the tender offer will be announced by a release on or about the first Finnish banking day following the expiration of the offer period, preliminarily on 30 March 2017. The final result of the tender offer will be announced on or about the third Finnish banking day following the applicable expiration of the offer period, preliminarily on 3 April 2017. The announcement will confirm the percentage of outstanding shares which have been validly tendered in the tender offer. When will I receive payment for my shares? The share offer price will be paid on or about 6 April 2017 to each shareholder of Comptel, who has validly accepted the tender offer, assuming that the offer period is not extended and the offeror has resolved to complete the tender offer. The share offer price will be paid into the bank account connected to the shareholder s book-entry account. If the bank account of a shareholder is with a different financial institution than the shareholder s book-entry account, the share offer price will be paid into such bank account in accordance with the schedule for payment transactions between financial institutions and agreements between the holder and account operator, custodian or nominee in each case. Will any fees or commissions be charged in relation to the tender offer? You will not be charged any fees or commissions relating to book-entry registrations required for the purpose of the tender offer, sales and purchases of tendered shares or payment of the offer price. The book-entry account operators or asset managers may, however, charge a fee for e.g.: registration of the release from pledges or other possible restrictions preventing the tender of the relevant shares withdrawal of the acceptance of the tender offer in accordance with the terms and conditions Page 10 Marketing brochure nokia.com
How much will I receive for my shares and will I get any dividends? The share offer price will be EUR 3.04 per share in cash, provided that you decide to accept the offer and the offer is completed. If the tender offer is completed no dividend will be distributed by Comptel to its shareholders. Does the offeror have the right to withdraw the tender offer? Under certain circumstances the offeror has the right to withdraw the tender offer. The obligation of the offeror to complete the tender offer shall be subject to the satisfaction of the conditions to complete the tender offer as described under terms and conditions of the tender offer. The offeror may, to the extent permitted by law, waive any of the conditions to completion that are not fulfilled. Will I realise a taxable gain or loss under Finnish tax law if I accept the tender offer? The tax consequences in connection with an acceptance of the tender offer depend on your individual circumstances. As a Finnish resident shareholder, gains and losses derived from the sale of your Comptel shares for cash constitutes a disposal of your Comptel shares for Finnish tax purposes, which means that gains and losses will be treated in accordance with the applicable Finnish income tax act. As a shareholder not resident in Finland, gains and losses derived from the sale of your Comptel shares will not have Finnish tax implications, provided that the shares do not relate to practice of business operations in Finland. You should consult your own tax advisors as to the tax consequences of accepting the tender offer. Where to get additional information... For more information, please see the tender offer document, which is available at www.nordea.fi/equities For questions with regard to tendering your shares please contact your own account operator or asset manager. Page 11 Marketing brochure nokia.com
Important dates 9 February Announcement of the tender offer 27 February Offer period commences 29 March Offer period ends (unless extended) 30 March Announcement of the preliminary results of the tender offer (on or about)* 3 April Announcement of the final results of the tender offer (on or about)* 4 April Completion of trades of the tender offer (on or about)* 6 April Payment of the tender offer (on or about)* * The offeror has the right to extend the offer period. In such occasion, the extension will be published by stock exchange release on 30 March 2017 at the latest. If the offer period is extended in accordance with the terms and conditions of the tender offer, the key dates will be amended accordingly. Tender offer document The tender offer document is available starting from 24 February 2017 on the internet at www.nordea.fi/equities. Additional questions? For additional information on the tender offer, please contact your account operator or asset manager. Nokia is a registered trademark of Nokia Corporation. Other product and company names mentioned herein may be trademarks or trade names of their respective owners. 2017 Nokia nokia.com